ENGIE_NOTICE_OF MEETING_2018

Board of Directors’ Report on the resolutions submitted

Consultation on the components of compensation due or awarded for 2017 to Isabelle Kocher, Chief Executive Officer (10 th  resolution)

In accordance with Article L. 225-100-II of the French Commercial Code, the Shareholders are asked by virtue of the ex-post vote on the 10 th resolution to issue a favorable opinion on the fixed, variable and exceptional components comprising the total compensation and benefits of any kind paid or awarded to Isabelle Kocher, Chief Executive Officer, for 2017, as described below and in Section 4.6.1.8 of the 2017 Registration Document.

As a reminder, Gérard Mestrallet, Chairman of the Board, received no compensation in respect of his office in 2017. Components of compensation due or awarded for 2017 to Isabelle Kocher, Chief Executive Officer

Compensation components

Amount

Details

Fixed compensation

€1,000,000 The fixed remuneration of Isabelle Kocher was set at €1,000,000.

Annual variable compensation

€754,530

The structure of Isabelle Kocher’s variable compensation for 2017 to be paid in 2018 is broken down into two components: a quantifiable component (60%) and a qualitative component (40%). For the quantifiable component, the criteria used are Net recurring income, Group share, per share (50%) and free cash flow, ROCE and net debt (each counting for one-sixth of the overall total) (50%). The quantifiable targets for 2017 were included in the Group’s projected budget as presented to the Board of Directors on March 1, 2017. For the qualitative component, the criteria used were as follows: Leading of the transformation plan (60%) C a) Step up the deployment of the Group's strategy b) Innovation: Leverage additional growth drivers in the medium term c) Digital: Speed up the Group’s digital transformation (digital operations) d) Performance: Continue to improve the operating efficiency of industrial assets, accelerate the deployment of Lean 2018, and continue restructuring at Corporate level e) Adaptation of the Group and leadership Risk preparedness and management (10%): Refine the methodology and resources C used to anticipate, identify and address risks affecting or likely to affect the Group’s activities. Managing difficult cases (10%) C Communications (10%): Position ENGIE as a Group in tune with the needs of its C customers and stakeholders. Pay particular attention to market, investor and external stakeholders' understanding of the Group's strategy. CSR (10%): Ensure that the Group develops in line with the 2016-2020 non-financial C targets, with particular attention paid to health and safety. As part of a continuous improvement process, closely monitor the Group’s non-financial ratings and reputation. At its meeting of March 7, 2018, the Board of Directors, on the recommendation of the Appointments, Compensation and Governance Committee: noted that the success rate of the quantifiable criteria was 105.31%  (1) ; C set the success rate of the qualitative criteria at 111.50%. C Based on the respective weightings of the quantifiable (60%) and qualitative (40%) criteria, the overall success rate was determined to be 107.79%. The variable component for 2017 was €754,530. It will only be paid to Isabelle Kocher if approved by the shareholders at the Shareholders’ Meeting of May 18, 2018.

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For the quantifiable component (representing 60% of the variable compensation), the results achieved were: Net recurring income, Group share per share (1/2): (1)  107.94%; ROCE (1/6): 91.50%; Free cash flow (1/6): 116.51%; Net debt (1/6): 102.02%.

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ENGIE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF MAY 18, 2018